EULA SDK-Subscription

This Software Subscription License Agreement (the “Agreement”) is a legal contract between you, as either an individual or legal entity acting through its duly authorized representative (Developer), and UNIGINE HOLDING S.a r.l (“UNIGINE” or Company).

UNIGINE GRANTS YOU A LICENSE TO USE THE SOFTWARE AND ONLINE SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING UNIGINE’S ONLINE SERVICES AND THE SOFTWARE AND RELATED DOCUMENTATION (THE “DOCUMENTATION”). UNIGINE HOLDING S.A R.L AND/OR ITS AFFILIATES OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE AND ONLINE SERVICES. THE SOFTWARE AND ONLINE SERVICES ARE COPYRIGHTED AND LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU.

IN ANY CASE WHATSOEVER UNIGINE HOLDING S.A R.L, SHALL BE DULY AUTHORIZED TO ENTER INTO THIS AGREEMENT.

BY INDICATING YOUR ASSENT TO THIS AGREEMENT WHEN CREATING A SUBSCRIPTION VIA ONLINE SERVICES AND/OR USING THE SOFTWARE AND ONLINE SERVICES IN ANY FORM WHATSOEVER YOU ACCEPT ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WANT TO BE BOUND BY ITS TERMS, DO NOT USE THE SOFTWARE AND ONLINE SERVICES OR CEASE USING THEM.

AS IT IS STATED BELOW, BY INDICATING YOUR ASSENT TO THIS AGREEMENT WHEN CREATING A SUBSCRIPTION VIA ONLINE SERVICES AND/OR USING THE SOFTWARE AND ONLINE SERVICES YOU AGREE THAT UNIGINE MAY COLLECT AND TRANSFER CERTAIN INFORMATION ABOUT YOUR PERSONAL COMPUTER/DEVICE DURING THE OPERATION OF THE SOFTWARE AND ONLINE SERVICES, YOUR ACTIONS AND INFORMATION YOU SPECIFY, AS WELL AS OTHER INFORMATION REQUIRED FOR REGISTRATION AND USE OF THE SOFTWARE AND ONLINE SERVICES.

TERMS AND DEFINITIONS

The terms and definitions described below are to be used in this Agreement as well as in the course of use of the Software and UNIGINE’s Online Services:

  • Software – a software development kit (SDK), which enables the Developer to create Final Products and includes the following main software components (including updates, upgrades and other modifications of software components, developed and made available at the discretion of the Owner):
    • Engine – a core software component, among other tasks, providing real-time 3D visualization, consisting of Runtime components in the form of Release builds and Debug builds in object code format. It also includes an application programming interface (API);
    • Tools – a set of programs (including, but not limited to, a visual editor UnigineEditor) intended for development of Final Products in the formats compatible with the Engine;
    • Samples – a collection of source and content files representing brief examples of use of Engine functions, they do not constitute a fully self-contained or a fully functional product and are used as examples;
    • Demos – fully self-contained or fully functional products, which also include the Content intended and provided solely for demonstration of Engine’s features and its proper use.
    • Content, for both cases, the Software and UNIGINE’s Online Services, means everything included in the Demo project except for the object code (including, but not limited to, graphics, audio and text materials, digital models).

    A Final Product may also include Developer’s content. Developer’s content means any other content, which is not a part of the Software and/or UNIGINE’s Online Services. UNIGINE’s scope of responsibility does not include Developer’s content.

    Online access to the Software (SDK) with the use of UNIGINE’s Online Services is granted for the period determined by the corresponding Edition purchased by the Developer (Subscription Term).

    The Documentation, containing a set of text and visual materials describing the features and functions of the Engine and Tools, principles of their operation and Final product development as well as recommendations for End product optimization, is supplied to the Developer along with access to the SDK.

  • Edition – a variant of the Software (SDK), having a different set of features. The list of SDK editions (including the ones available for use under this Agreement - with the “Subscribe” button active) with corresponding features is published on the web-site https://unigine.com/
  • Major Release – all releases of the Software (SDK) having the same first number in version number. SDK releases with different first numbers of the version number are different Major SDK releases. SDK releases with different second and/or third numbers of the version number are different Minor releases of the same Major release. Updates/modifications to the Software are made available or access to them is granted to the Developer at the discretion of the Owner as Minor releases.
  • Seat – use of the Software by a single Developer at a single moment of time. The Parties hereby agree that each Developer has a right to access the purchased SDK Edition using its credentials for the Online Service (administrator’s account). In case if the purchased SDK Edition allows for multiple users (Developer’s employees) using the Software, the Developer may create several accounts according to the number of such users for accessing SDK and website https://developer.unigine.com/. The number of users (employees) of the Developer allowed to use the SDK at the same time is limited to the number of Seats for the purchased SDK Edition. In this respect the Developer shall solely bear full responsibility according to this Agreement.
  • Developer – user of the Software and UNIGINE’s Online Services, developing Final Products. The Parties hereby agree that the Developer is not a consumer in terms of Consumer Protection Legislation and the Software is not intended for use only for personal, home and other purposes unrelated to business.
  • Final Product - a specialized software solution, developed using the SDK and including a part of Release builds of the Engine. Such inclusion shall entail no alienation of rights to the Release build of the Engine, Engine components and Engine as a whole, such component can be used as a part of a Final Product with the restrictions imposed by this Agreement. Inclusion of Tools, Documentation, Debug builds as well as any source code from the SDK is prohibited. The Final Product shall contain no more than 50% of content of each separate Demo project.

    According to this Agreement, any software created by the Developer (at any development stage) as of the date of expiry of the Subscription Term shall be considered as a Final Product. All End Products as of the date of expiry of the Subscription Term shall remain available for use by the Developer after the expiry of the Subscription Term, subject to limitations and restrictions contained herein.

  • End User – person using the Final Product on any legal basis.
  • Personal Account – personal section of the UNIGINE Website (https://developer.unigine.com/), to which the Developer gains access after signing up and/or signing in to UNIGINE Website. In order to create a subscription the Developer should sign up and receive user credentials (login, password) to sign in to a Personal Account. Later, as the subscription is created and this Agreement is concluded, the Developer gains the right to manage subscriptions via the Personal Account services. The Personal Account is also used to store information on Developer’s subscriptions and employees using the Software and/or UNIGINE’s Online Services, receive notifications and messages from UNIGINE, manage system’s functionality regarding the use of the Software and UNIGINE’s Online Services, as well as to perform other actions and receive additional information under this Agreement and/or in accordance with other terms of service for other UNIGINE’s services. More detailed information on the functionality of the Personal Account is available here: https://developer.unigine.com/.
  • UNIGINE’s Online Services — UNIGINE’s software and hardware, access to which is granted to the Developer via the UNIGINE Website during the Subscription Term. UNIGINE’s Online Services also include Personal Account as well as other services of the portal https://developer.unigine.com/
  • UNIGINE Website — websites of the unigine.com domain, as well as other subdomains of the unigine.com domains.
  • Subscription Term – time period determined by the terms and conditions of the corresponding SDK Edition, starting from the date of receiving information on the Developer’s payment for the subscription by UNIGINE and sending a subscription activation letter with account credentials to the Developer (granting access to the Software and UNIGINE’s Online Services), as described in section 1.1 of this Agreement.
  1. Subject of Agreement.
    1. Granting the right to use the Software and Online Services.

      UNIGINE hereby grants to you, and you accept, a non-exclusive, non-transferable license to use the Edition of the Software (SDK) in effect at the moment of payment for a Major SDK Release, selected by you when creating a subscription via the UNIGINE Website (https://unigine.com/), intended for development of Final Products on a number of Seats, to the extent, and using methods, permitted by this Agreement during the Subscription Term.

      The Software and/or UNIGINE’s Online Services under this Agreement can and are permitted to be used only in the online mode (i.e. constant Internet access is required).

      The aspects of providing Internet access, as well as data transfer and telematic services to the Developer are not governed by the terms and conditions contained herein. The Developer is solely responsible for maintaining continuous Internet access.

      This Agreement also determines the level of service, technical specifications, as well as terms of use of the Software and UNIGINE’s Online Services.

      Rights and methods of use of the Software (SDK) and UNIGINE’s Online Services not expressly granted/permitted to the Developer herein are considered not granted/prohibited by the right holder.

      Transfer of rights to use the Software and UNIGINE’s Online Services is performed by means of granting access according to the following procedure: sending account credentials (login, password) and/or network address, providing access to the Software, to the email address provided by the Developer when creating a subscription via the website (https://unigine.com/) or signing up for a Personal Account. Depending on the terms of the selected Edition the Developer may also gain access to a download link to an installation package (setup file) of the Software in machine-readable form (object code only).

      Access to the Software and UNIGINE’s Online Services is deemed to be granted to the Developer since the moment of sending account(s) activation data, regardless of the moment when the Developer actually performed account(s) activation and started using the Software and/or UNIGINE’s Online Services.

      At the moment of granting access UNIGINE grants, and the Developer accepts the right to use the Software and/or UNIGINE’s Online Services, even in case if the Software and/or UNIGINE’s Online Services were not actually used afterwards in any form whatsoever during the whole Subscription Term.

      Services rendered by UNIGINE to the Developer by means of UNIGINE’s Online Services are deemed to be delivered from the moment of providing the Developer with the ability to use the functionality of the Software and/or UNIGINE’s Online Services by means of creating an account in UNIGINE’s internal account database and granting access to it during the corresponding time period.

      The Developer has the right to view information on ordered and purchased Editions and contents thereof, as well as on terms of granting access to the functionality of UNIGINE’s Online Services under the Agreement concluded.

      Upon granting access (delivery of services) UNIGINE makes an initial document available for viewing in the Developer’s Personal Account or sends it to the Developer’s email address in electronic form. The Parties acknowledge and irrevocably agree that all information required to fill the initial documents is taken from the data stored in UNIGINE’s internal account database. In case if by the 10 (tenth) day of the month following the date of granting access UNIGINE does not receive any objections from the Developer regarding the initial document, services delivered by UNIGINE are considered accepted by the Developer. In this case the initial document, signed by UNIGINE, comes into full force and effect. Upon a request from the Developer UNIGINE may provide the initial document in the form, provided for by the requirements to internal documentation, as well as documents for tax purposes (hard copy). Non-receipt of the initial document by the Developer either in hard copy and/or electronic form does not does not excuse or exempt the Developer from payments under this Agreement.

      In order to create a subscription the Developer should sign up to UNIGINE Website https://developer.unigine.com/, and receive user credentials (login, password) to sign in to a Personal Account.

    2. Editions and versions of the Software

      The Software under this agreement also means all updates, upgrades, improvements, enhancements, modifications, bug fixes, amendments and add-ons to SDK made by UNIGINE and made available to you as a Developer via electronic communication channels (including, but not limited to the website https://developer.unigine.com/) as Minor releases. Detailed terms and conditions of use of an Edition you selected to the extent not covered by this Agreement are available on the website https://unigine.com/ (names of Editions may be changed).

    3. Payments under the Agreement. Taxes.
      1. The Software and UNIGINE’s Online Services are delivered to Developers on a subscription basis, during a certain term determined by the selected and purchased Edition. After the expiry of the paid term, the Developer should make next payment in order to use the Software and UNIGINE’s Online Services (subscription fee, subscription payment).

        The amount of the subscription fee is determined by UNIGINE in accordance with UNIGINE’s prices as of the date of payment for the corresponding subscription.

        Payment is made by means of transfer of 100% of the amount of the subscription fee for the corresponding Edition to UNIGINE using any payment service provider from the ones listed on the UNIGINE Website.

        After signing up and/or signing in to the Personal Account and selecting an Edition to create a subscription for (and clicking the “Subscribe” button) the Developer shall be redirected to the payment section of the UNIGINE Website https://payment.unigine.com/. After selecting the desired number of Seats, purchase method (subscription) and payment amount and viewing necessary documents and clicking the “Pay“ button, the Developer is redirected to the website of the selected payment service provider to complete the payment.

        UNIGINE shall not be liable in any manner whatsoever to the Developer in case of incorrect number of Seats, Edition or other parameters specified by the Developer after clicking the “Pay” button and/or payment processing.

        All sales are final and there shall be no refunds except as required by law. Further, UNIGINE will not allow changes to your purchase after you complete it.

        UNIGINE may disable all copies of the Software and/or your access to any Online-services UNIGINE you have subscribed to in the event you fail to make all payments when due.

      2. Moment of payment.

        The Developer is deemed to have fulfilled its payment obligations under this Agreement from the moment of receiving information on a payment made by the Developer for the corresponding subscription by UNIGINE from a payment service provider, acting on the basis of an agreement with UNIGINE. Most likely such notification will be received by UNIGINE within 2 (two) working days from the moment of payment (not including holidays and weekends). This period may be shorter or longer depending on the rules and procedures of a particular payment service provider.

      3. Payment account management. Payment-related claims.

        UNIGINE does not technically accept or process Developer’s payments, this functionality is provided by payment service providers that UNIGINE has signed agreements with (they are on the UNIGINE Website). All actions regarding payments and processing thereof fall under the responsibility of the Developer or a payment service provider chosen by the Developer from the ones offered, respectively.

        When making a payment, the Developer shall follow the instructions of the selected payment service provider regarding payment procedure and billing methods. UNIGINE shall not be responsible in any manner whatsoever for the Developer’s adherence to payment procedure, terms and conditions.

        Personal Account at the UNIGINE Website does not contain information on Developer’s payments and payment account status. The Developer shall solely be responsible for monitoring the status of an account held at a certain payment service provider.

        The procedure of adding funds to the Developer’s payment account, as well as billing methods and payment terms and conditions are governed by rules and policy of a particular payment service provider chosen by the Developer (from the list of payment service providers published on the UNIGINE Website).

        UNIGINE shall not provide the Developer with any explanations regarding rules and procedures of using payment systems, neither shall it pay any compensation to the Developer for any amounts paid under this Agreement in case if such payments were made with any violation of rules and policies of payment systems and as a result were not received by UNIGINE.

        UNIGINE at its own discretion, when possible, can give advice to the Developer on using certain payment methods. However, the Developer hereby accepts and agrees that in the majority of cases UNIGINE has no opportunity to provide the Developer with a detailed clarification regarding the use of payment methods.

        All questions regarding recovery of any payments made by mistake or with any violation of rules and policies of payment systems are to be addressed directly to the corresponding payment service providers.

      4. Payment for license (granting the right to use) under this Agreement does not include the sum of any applicable taxes and duties whether national, state, or local, however designated under the laws of a region or state where any of the parties to this Agreement is registered.

        Each payment under this Agreement is free from any withholdings or installments of such taxes and duties. In case if any deduction or withholding is levied or imposed on payments under this Agreement at the location of the Developer, such payments shall be increased to an amount of such deduction or withholding.

    4. Scope of use and restrictions
      1. You may use your account on a single or several workstations (depending on the purchased Edition) during the Subscription Term only. Any Final Product developed using the Software and UNIIGNE’s Online Services can be used by the Developer after the expiry of the last subscription.

        This Agreement enables you to use the Software and UNIGINE’s Online Services under the terms and conditions of the Edition selected by you on the website https://unigine.com/.

        Under this Agreement the use of the Software and UNIGINE’s Online Services means granting you the rights to:

        1. develop Final Products using the Software and Online Services;
        2. include a part of Release builds of the Engine (object code of the Engine’s Release build) and Demo projects as a part of the Final Product to the extent permitted by this Agreement;
        3. distribute the object code of the Engine’s Release build as a part of the Final Product;
        4. use the Software by a single organization or a single Developer (depending on the purchased Edition of the Software);
        5. use the software on a number of Seats limited by the Edition of the Software provided that the number of users (Developer’s employees) working with it simultaneously does not exceed the limit set for the SDK Edition;
        6. use UNIGINE’s Online Services in accordance with procedures set forth in this Agreement and rules (documentation) for each specific service;
        7. receive updates of the Software and Documentation as well as technical support as contemplated by this Agreement.
      2. Under this Agreement you are prohibited from:
        1. distribution of the Software (or its part) in any form whatsoever, including the transfer of your account credentials to a third party;
        2. complete or partial sublicensing of the Software in any form whatsoever (except as it is permitted by this Agreement) as well as transferring rights to use UNIGINE’s Online Services to a third party;
        3. distribution (as a part of Final Products) of Debug components as well as other components that are not permitted to be used as a part of the Final Product under this Agreement including the distribution of the application programming interface (API);
        4. reverse engineering and other forms of use not expressly permitted under this Agreement;
        5. performing activities aimed at complete or partial copying of the Software (emulation, decompiling, disassembly, decoding, modification and other similar actions with the Software, except as expressly permitted under this Agreement);
        6. leasing or renting your rights regarding the Software, Documentation and access to UNIGINE’s Online Services under this Agreement;
        7. performing any public demonstration of the Software and/or UNIGINE’s Online Services (demonstration of copies of the Software at any location open to the public or any location where a substantial number of persons, who are not family members, is present whether or not the Software and/or UNIGINE’s Online Services are perceived at the location where it is demonstrated or any other location simultaneously with the demonstration);
        8. publication of the Software and/or UNIGINE’s Online Services in the public domain, including transmission of a copy of the Software or any of its components over the Internet, granting access (including terminal access) to the Software and/or UNIGINE’s Online Services to several users simultaneously unless explicitly permitted by the purchased Edition;
        9. performing any actions which present or may present a threat to the normal operation of UNIGINE’s website;
        10. performing any other actions with the Software and UNIGINE’s Online Services aimed at obtaining information about implementation of algorithms used in it, create derivatives or modifications using or on the basis of the Software except for the cases of legitimate use of parts of the Software in accordance with terms and conditions of this Agreement.
      3. Under this Agreement when using the Software, UNIGINE’s Online Services and developed Final Products you shall:
        1. include the phrase “powered by Unigine Technology” in the documentation to Final Products;
        2. ensure that the website providing access to the Final Product (if any) contains the word “Unigine“ with the hyperlink to «https://www.unigine.com»;
        3. grant UNIGINE the right to mention you as a Developer (a person or a legal entity), mention your End Users as well as Final Products in the Company’s press and marketing materials (including: trademark and/or trade name, company/Developer name, Final Product name);
        4. ensure that the Software and/or UNIGINE’s Online Services are used only by the Developer (and his employees, if specified by the corresponding Edition) – without the right to engage a third party; any assignment of this Agreement or any right under this Agreement without the prior written UNIGINE’s consent shall be void;
        5. be entitled to enter into agreements with End Users of Final Products under the terms and conditions no less restrictive than the ones contained herein.
    5. Term and Territory.
      1. The Agreement is effective from the date of granting the Developer access to the Software and UNIGINE’s Online Services and shall remain valid until the expiration of the last Subscription Term or during the period determined by UNIGINE (trial period). The subscription shall start from the date of receiving information on the Developer’s payment by UNIGINE and sending a subscription activation letter to the Developer, as described in section 1.1 of this Agreement, and shall remain valid until the expiration of the last Subscription Term unless otherwise provided herein.
      2. In case if you breach any of the restrictions or other requirements regarding the use of the Software and/or UNIGINE’s Online Services described by the current version of this Agreement available at the website https://unigine.com/, UNIGINE reserves the right to restrict your use of the Software and/or UNIGINE’s Online Services. The Company shall send a notification to the Developer’s address provided when creating a subscription, or informs the Developer in any other form deemed suitable by the Company. In this case the Agreement shall be deemed terminated immediately upon sending such notification, and the Developer shall immediately remove all copies of the Software and cease and desist from using it in any form whatsoever.
      3. You may terminate this Agreement at any time by uninstalling and removing the Software from your computer/device, and/or by ceasing to use your account(s) as well as by sending a corresponding letter to support@unigine.com (in any form).
      4. UNIGINE shall not be financially liable as well as it shall not be liable for any loss of profit or direct damages due to the termination of this Agreement and shall not refund any fees (either in part or in full) already paid for use of the Software and/or Online Services.

        UNIGINE shall not be liable for any damages or expenses incurred due to the expiration of the Subscription Term. UNIGINE shall not be liable for any damages or harm the Developer as well as third parties have incurred or may incur due to misinterpretation of or a failure to understand the terms and conditions of this Agreement and/or documentation governing the use of the Software and/or UNIGINE’s Online Services.

      5. There are no territory restrictions regarding the use of the Software and/or UNIGINE’s Online Services.
    6. Updates, replacement, trial version, other conditions.
      1. Under this Agreement you shall have the right to update the Software (Minor releases) if and when they are released during the Subscription Term within the purchased Edition and Major release of the Software. Thus, you do not purchase the right to replace/modify (by means of update or otherwise) the Software within the next Major release and/or other Edition of the Software.
      2. You agree that some updates of the Software provided by UNIGINE are obligatory.

        The Company may inform the Developer about available updates via notifications in the Personal Account or by email. In case if certain updates require operation of Online Services to be interrupted for maintenance (including access to the Software), UNIGINE shall notify the Developer at least one day before such updates.

        In case of failure to install any of such updates, when downloading and installing the Software is required by the selected Edition, the Software may function improperly or cease to function completely. In this case Unigine Company sends a reminder about the obligatory character of such updates to the Developer’s address provided when creating a subscription, or informs the Developer in any other form at the discretion of the Company.

      3. The Software as well as UNIGINE’s Online Services may be provided on a trial basis.

        Trial version of the Software and UNIGINE’s Online Services does not have any restrictions and includes the same features and functions as the full version of the selected Edition (but cannot be used for commercial purposes, including development of Final Products). The difference is that the right to use the trial version is granted to the Developer only for a relatively short time period for evaluation purposes. After the expiry of this period the trial version of the Software will cease to function.

        In case of trial use this Agreement shall be effective from the date of granting access for use of the Software and UNIGINE’s Online Services. Your rights to use the trial version of the Software and UNIGINE’s Online Services are valid within the trial period specified by UNIGINE when granting access according to the procedure described in Section 1.1 of this Agreement.

        Under the terms of the trial period the terms and conditions of this Agreement regarding the Developer’s rights shall become valid from the moment of payment for granting the right to use the selected Edition of the Software and UNIGINE’s Online Services. In case if no payment was made during the trial period the Software and UNIGINE’s Online Services will cease to function. Restrictions imposed on usage under this Agreement shall remain valid during the trial period without exceptions.

      4. You are granted access to the official forum within the Subscription Term, however, UNIGINE does not guarantee any fixed time of responding to your requests and in case of your inappropriate actions shall be entitled to terminate your access at any time at its discretion.
      5. In case if a payment for another SDK Edition or an SDK Edition of another Major release was made within the Subscription Term, this Agreement shall be terminated and the relationship between the Developer and UNIGINE shall be governed by the Agreement entered into by UNIGINE and the Developer upon the payment for another SDK Edition or an SDK Edition of another Major release.
      6. UNIGINE shall do its best to maintain availability of the Software and UNIGINE’s Online Services on a 24/7 basis (twenty-four hours a day, seven days a week) during the Subscription Term, however, it should be taken into account that there are circumstances beyond UNIGINE’s control (operations of Internet providers, etc.).
  2. Intellectual property and confidentiality.
    1. Use Reporting, License Violations and Remedies.

      UNIGINE reserves the right to gather data on IP addresses and other information listed herein, to ensure that its products are being used in accordance with the terms of this Agreement. Any unauthorized use shall be considered by UNIGINE to be a fundamental breach of this Agreement and will result in immediate termination thereof. UNIGINE also reserves the right to gather crash reports of the Software and UNIGINE’s Online Services. Such reports shall not contain any personal data.

    2. Proprietary Rights to Software, UNIGINE’s Online Services and Trademarks.

      You acknowledge that the Software and Documentation are proprietary to UNIGINE and are protected under the applicable laws and international copyright and other treaties. You also acknowledge and agree that, as between you and UNIGINE, UNIGINE owns and shall continue to own all exclusive (including possession, use and disposal) right, title, and interest in and to the Software, Documentation and UNIGINE’s Online Services, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any exclusive property rights to the Software, Documentation and/or UNIGINE’s Online Services, but only a limited right of use that is revocable in accordance with the terms of this Agreement.

      Any and all trademarks or service marks used by UNIGINE in connection with the Software and/or UNIGINE’s Online Services are marks owned by UNIGINE. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

    3. Confidentiality and data collection.
      1. You shall ensure that the number of Developers (Developer’s employees) using the Software and UNIGINE’s Online Services does not exceed the total number limited by the Edition in use. You shall cooperate with and assist UNIGINE in identifying and preventing any unauthorized use, copying, or disclosure of the Software and/or UNIGINE’s Online Services, Documentation, or any part thereof.
      2. To provide technical support and ensure operation of the Software and UNIGINEs’ Online Services, UNIGINE requests and receives from Developers files containing the data protected and treated by the Company as confidential which may include personal data of the Developer/Developer’s employees. The Developer hereby expressly grants and shall obtain valid consent of all its employees-users granting UNIGINE the right to transfer, collect, keep, or otherwise process the following personal information: ID of user account at developer.unigine.com, IP-address, release number and Edition of the Software, hardware configuration, operating system version, number of runs of the Software and/or user login operations in order to use the Software and UNIGINE’s Online Services, information about the Developer’s Software settings used as well as usage sessions of the Software and UNIGINE’s Online Services. UNIGINE keeps Developer’s data confidential and ensures that all such data including personal data is stored in accordance with the Privacy Policy https://unigine.com/ , and in compliance with the GDPR requirements.
      3. Developer’s email address may be used for sending newsletters in case if a trial version of the Software and UNIGINE’s Online Services are used.
  3. Indemnification.

    You will, at your own expense, indemnify and hold UNIGINE HOLDING S.a r.l, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal fees (collectively, “Claims”), arising out of any use of the Software and/or UNIGINE’s Online Services by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

  4. Disclaimer.
    1. THE SOFTWARE, DOCUMENTATION, AND UNIGINE’S ONLINE SERVICES ARE LICENSED "AS IS", AND UNIGINE DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, UNIGINE EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL MEET LICENSEES REQUIREMENTS NOT STATED IN THE DOCUMENTATION AND TERMS OF USE, OR THAT OPERATION OF THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AS WELL AS THAT ALL ERRORS AND DEFECTS IN THE SOFTWARE AND UNIGINE’S ONLINE SERVICES WILL BE FIXED. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTING THE SOFTWARE AND UNIGINE’S ONLINE SERVICES TO ACHIEVE LICENSEES INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM LICENSEES USE OF THE SOFTWARE AND/OR UNIGINE’S ONLINE SERVICES. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE AND UNIGINE’S ONLINE SERVICES, UNLESS OTHERWISE PROVIDED HEREIN.
    2. UNIGINE shall not be liable to the Developer in any manner whatsoever during the trial period of use of the Software and UNIGINE’s Online Services. In case of conclusion of this Agreement (including cases of payment made during the trial period), the Company undertakes to identify causes of malfunctions of the Software and/or UNIGINE’s Online Services. UNIGINE shall not be liable for any consequences resulting from the server maintenance caused by any external factors and/or acts of third persons beyond the control of the Company, force majeure events, etc.
    3. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, SHALL UNIGINE BE LIABLE TO YOU OR ANY AFFILIATED PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND, LOSS OF GOODWILL, LOSS OF PERSONNEL SALARIES, LOST PROFITS OR REVENUE, DAMAGES DUE TO WORK STOPPAGE AND/OR COMPUTER FAILURE OR MALFUNCTION, AND/OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES.

      In any case, under no circumstances whatsoever UNIGINE shall be liable to an extent exceeding the amount of the subscription fee actually paid to UNIGINE by the Developer for the last 12 (twelve) months, capped by the extent of actual damage suffered by the Developer.

    4. By entering into this Agreement you shall be fully liable for validity and correctness of the data about you as a Developer, as well as about your employees and third parties, provided by you, including the cases when a third party gains access to the Software and/or UNIGINE’s Online Services at your expense. The Company shall not be liable whatsoever in case if a third party gains access to the Software and/or UNIGINE’s Online Services. You must take all necessary measures to prevent the disclosure of your account credentials (account credentials of your employees or third parties as stated in this section), as well as the use of the Software and/or UNIGINE’s Online Services by any third party.

      In case of a failure to use the Software and/or UNIGINE’s Online Services for a time period exceeding 1 (One) day, the Developer shall send a notice of a claim providing a detailed indication of all conditions and circumstances, as well as the time period during which access was unavailable. In case of admission of such claim, the term of providing access to the Software and UNIGINE’s Online Services according to the purchased Edition shall be increased by the corresponding amount of time, during which access was proven to be unavailable.

    5. Content, software and other Developer’s tools.

      When developing a Final Product the Developer may use other content, software and other tools (owned by the Developer or any third party) deemed necessary for this purpose and not being a part of the Software and UNIGINE’s Online Services, provided that such content, software and other tools are compatible with the functionality of the Software and UNIGINE’s Online Services (hereinafter referred to as the Developer’s content).

      UNIGINE has no obligation to check or verify the Developer’s content used for creation of the Final Product, as well as integrity, authenticity, or security of such content or its components, as well as its compliance with the requirements of applicable law. Neither UNIGINE has an obligation to check if the Developer has all necessary rights to use the such content.

      The Developer hereby confirms and agrees that UNIGINE has a right (not an obligation) to refuse publication of Developers content or delete it, at its own discretion, particularly in cases when it affects or may affect functionality and availability of the Software and/or UNIGINE’s Online Services. The Developer understands and agrees to assume full and complete responsibility for assessment of risks associated with the use of the Developer’s content, including assessment of its reliability and completeness.

      In particular, you are prohibited from using the Software and/or UNIGINE’s Online Services for:

      1. use and/or distribution of the Developer’s content obtained unlawfully (illegal content);
      2. use and/or distribution of materials with sexual content, as well as promoting pornography and child erotic;
      3. use and/or distribution of the Developer’s content representing an act of unfair competition;
      4. use and/or distribution of the Developer’s content, as any prohibited information, including the materials of extremist character, the materials aimed at impairments of human rights and freedoms along ethnic or racial, religious, language and gender lines, inciting to violence against human or animals, encouraging other unlawful acts, including those explaining the methods of making and using weapons, drugs and their precursors, etc.;
      5. use, distribution, storage or providing access to computer viruses, trojans and other malware;
      6. use and/or dissemination of unreliable information;
      7. disclosure of personal data and other third-party confidential information;
      8. use and/or dissemination of any other information deemed by UNIGINE as infringing any third party rights.

      The Developer adding content to the Final Product shall be fully responsible for the content added and its compliance with the requirements of applicable law.

      In case if any third-party claim regarding infringement of any property or moral rights of a third party as well as violations of bans and restrictions imposed by applicable law arises, UNIGINE reserves the right to transfer your data to a third party making such a claim regarding the potential infringement or law violation.

      In case if a copyright infringement claim is filed by or as directed by the copyright holder against UNIGINE regarding the use of the Developer’s content, and when there are sufficient grounds to believe, that there was a violation of applicable law (including legislation regarding illegal content distribution), UNIGINE reserves the right to remove all Developer’s content. UNIGINE does not assume any obligations regarding notification of the Developer on content removal and settlement of a possible dispute, or compensation for any losses associated with the actions listed above.

      In case of multiple or gross breach of the terms and conditions of this Agreement and/or applicable legal requirements, UNIGINE reserves the right to block access to your account completely, delete it, or otherwise restrict (cease) your access to the Software and/or UNIGINE’s Online Services.

      In case if UNIGINE was held liable and/or a penalty was imposed on UNIGINE in respect of infringement of any property or moral rights of a third party as well as violation of bans and restrictions imposed by applicable law due to the fault of the Developer, the Developer shall be liable to fully indemnify UNIGINE for any losses incurred in such a case. UNIGINE shall not be liable in any manner whatsoever for violations and infringements due to the fault of the Developer, as well as for any resulting damage or losses suffered by the Developer.

  5. General terms.
    1. Governing Law.

      This Agreement shall be construed and interpreted in accordance with English law. To the extent permitted by law, the provisions of this Agreement shall supersede any provisions of the appropriate local and international laws. Any dispute, controversy or claim arising out of or relating to this Agreement, including without limitation, the breach, termination, or invalidity hereof, shall, on the written demand of either Party delivered to the other Party, be determined and settled by arbitration in accordance with the UNCITRAL Arbitration Rules in effect on the date of this Agreement.

    2. Severability.

      If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.

    3. Names and headings.

      The name of this Agreement as well as headings of sections and paragraphs contained herein are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

    4. Non-waiver.

      The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

    5. Amendments to the Agreement.

      UNIGINE reserves the right to make amendments to this Agreement as it deems appropriate at any time. In case of any discrepancy between this Agreement and its current version, the current version shall always take precedence. Current version is always available to Developers at the following URL: https://unigine.com/en/company/eula

      UNIGINE notifies Developers of amendments to this Agreement or a date of their publication on the website of the Company by an email sent to the Developer’s address or informs the Developer in any other form deemed suitable by the Company. By continuing to use the Software and/or UNIGINE’s Online Services after receiving such notification, the Developer accepts all terms and conditions of the current version of the Agreement.

    6. Restrictions.

      UNIGINE and Developers shall comply with all national and international laws and regulations applicable to the Software and UNIGINE’s Online Services as well as restrictions with regard to End Users, procedures and regions of end use established in EU and other countries and regions including the ones regarding requirements for personal data processing.

    7. Entire agreement.

      This Agreement constitutes the complete and exclusive agreement between you and UNIGINE with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.

    8. In case of employment termination or changing employees the Developer shall keep the account credentials secure, and notify UNIGINE of such changes promptly.

      All notifications under this Agreement, unless otherwise provided herein, can be sent by one party to another (1) by email a) to the address provided by the Developer when creating a subscription or in the Personal Account, and b) from the Developer’s address provided by the Developer when creating a subscription or in the Personal Account to UNIGINE’s address specified in Section 5.9 of this Agreement; 2) sending an electronic notification to the Developer via the Personal Account; 3) by facsimile transmission; 4) by post or courier delivery with delivery confirmation.

    9. Contact information and company details

      Product website: https://unigine.com/

      Should you have any questions, please contact us: sales@unigine.com

      © Unigine Holding SARL, 2018. All rights reserved.

      “UNIGINE HOLDING S.à r.l”

      Legal address: 9bis rue Basse, 4963 Clemency, Luxembourg, Luxembourg.

      CEO Denis Shergin


As amended on September 25, 2018.